D&D 3E/3.5 Jonathan Tweet: Prologue to Third Edition

The story of Third Edition D&D starts, perhaps, with Peter Adkison reading 2nd Edition AD&D (1989) and being sorely disappointed. For one thing, he felt the new system left several underlying problems in place, so players didn’t get much benefit from the effort it took to switch to a new system. For another, 2nd Ed stripped away all the charm and character of 1st Ed. No more half-orcs, arcane sigils, monks, or assassins. Demons and devils were renamed to avoid the ire of superstitious parents. The new AD&D was tamed and genericized.


Peter wasn’t the only one to dislike 2nd Ed. When it came time for Mark Rein•Hagen and me to release a “second edition” of Ars Magica, our collaborator Lisa Stevens warned us that there was a great deal of hostility around that word at the time. She was involved in TSR’s RPGA program of organized play for AD&D, and the members were unhappy with the changes. As for me, I had stopped running AD&D round 1979, switching to RuneQuest and then a home-brew hack instead. D&D seemed to be behind the times, it was interesting to see TSR stumble with their 2nd Edition.

Note from Morrus: This is the first article in a monthly column from WotC alumni Jonathan Tweet. You'll know him from Ars Magica, for being the lead designer on D&D 3rd Edition, and for co-designing 13th Age, amongst many other things. Upcoming articles include My Life with the Open Gaming License, and Origins of Ars Magica. Let us know in the comments what stories and topics you'd like to hear from Jonathan! Also, don't miss Jim Ward's excellent column!

TSR’s goal in creating a generic version of AD&D was to allow an endless number of settings that could use the same basic rules system. For 2nd Edition, TSR released Forgotten Realms, Maztica, Al-Qadim, Spelljammer, Planescape, Dark Sun, Ravenloft, Masque of the Red Death, Dragonlance, and Greyhawk, not to mention one-offs like Jakandor. All these incompatible AD&D lines split the market so that each line sold less and less. How did things go off-track? At TSR, the people who did the creative work did not coordinate with the people who did the business planning, and the owner of the company was an heiress, not a gamer. From outside, some of us could tell that the business model was a big problem. At Wizards in 1994, we reviewed a science fiction RPG for possible acquisition, and it featured an AD&D-style business model of one ruleset and many worlds. I said no way because that model would be a huge negative. TSR managed to hide how bad things were for years—until it all came apart in 1997. When TSR couldn’t pay its bills, Wizards of the Coast bought them out.

In 1995, two years before the acquisition of D&D, Wizards cut all its roleplaying game lines. I moved off the defunct “Alter Ego Games” team and started working on card games. Magic: The Gathering and Netrunner are two of my favorite games, and I got to work on both of them. One bright side to roleplaying lines being cut, my boss pointed out, was that I could now do my own roleplaying design on the side and it would not be considered competition. So it was that in 1997 I was working on a faux-Greek-myth RPG, inspired in part by Xena: Warrior Princess. The idea was that the gods were all oppressive jerks, and the player-characters were all rebel demigods, the half-mortal children of the bullies they’re fighting. Half-gods as player-characters seem like a good niche—powerful enough to feel formidable, aligned with the common people against the elites, connected to a recognizable deity such as Ares or Zeus, and hailed as heroes while being outsiders to everyday life. But before I got anything up and running, Wizards bought D&D and the game of Greek half-gods got shelved.

After acquiring D&D, Peter Adkison traveled around talking to AD&D players, especially RPGA players. He would ask whether they would like to see a new edition, and they all said the same thing. They did not want a Third Edition. Then he would ask what changes they might like to see if there were a Third Edition. In response, the fans talked at length about all the problems with Second Edition and what a better rule set would look like. The fans didn’t want a Third Edition, but they needed one.

We knew that the game needed a major overhaul, and we knew that players didn’t want a Third Edition. We explicitly discussed the prospect of losing players with this new edition. We figured that even if we lost 10% of our players up front, the benefits of a better game system would accrue year by year and eventually would be glad we did the Third Edition. In 1999, however, Ryan Dancey started rolling out publicity for Third Edition. He did such a good job month by month that we could see the enthusiasm build. By the time Third Ed released, we knew we had a major hit on our hands, and all thought of losing players in the short term was forgotten.

The first work I did with the new D&D system was for an unpublished project, a roleplaying game set in the world of Magic: The Gathering and using streamlined rules derived from the AD&D rules. We experimented with ways to use cards, such as putting monster stats on cards and constructing random encounters by selecting from random draws. In one version it was a board game where the characters turned off mana nodes as they pressed deeper into the dungeon, one raid at a time. In another version, it was a light RPG with D&D-style rules set in the world of Dominia. I gave characters three types of saving throws and made Armor Class the target number for your attack roll. Other game designers had independently come up with these same common-sense ideas. My work on these games turned out to be good practice for later when I ended up on the 3rd Edition design team.

The rule I really liked from the Dominia RPG was that the characters had to stick it out exploring the dungeon until they had accumulated a minimum amount of treasure. If they retreated to town to heal up before reaching the treasure milestone, they were penalized XP. Years later at Wizards, I would experiment with similar milestone rules for random dungeon crawls, another experimental design that never got published. 13th Age has a similar rule based on battles rather than treasure: the group suffers a “campaign loss” if they take a full heal-up before they have defeated a minimum force of enemies.

Gradually my involvement with the new D&D edition grew, from working on a parallel project to being assigned the beginner version, to landing on the design team itself and then finally getting assigned the lead role.

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Jonathan Tweet

Jonathan Tweet

D&D 3E, Over the Edge, Everway, Ars Magica, Omega World, Grandmother Fish

Aaron L

Very interesting. I have the same opinions about 2nd Edition (that it stripped out all the oddities, quirks, and charm that made 1st Edition flavorful and fun, while not really anything to the mix that made up for the losses) and mostly loved (and still love) 3E.

On the converse, my gaming group back then was pretty oblivious to any disgruntlement over the removal of demons, devils, half-orcs, and assassins. We were young enough that we just thought it was cool that there was a new edition, with interior color art, even!

I had lapsed from gaming when 3e came out, and got back into gaming not long after 3e came out (like many, I think, the release of Fellowship of the Ring kindled my interest again). These days it’s pretty easy to forget how revolutionary some of the simple design decisions were. Something as simple as allowing all races to play all classes had my brain exploding with all-new character concepts.

I find it interesting that from the get-go, Wizards was trying to find a way to integrate it with Magic. It only took what, about 20 years to finally get The Guildmasters Guide to Ravnica.


I never noticed this problem with 2E because I was writing my own adventures with the 1E mindset. It was never problem with me. A Tanar’Ri was just a type of demon. I actually though 2E monsters were an improvement on 1E.


I really like these articles! Thank you mr. Tweet!

However - and I must be the only one thinking like that - I really liked AD&D 2e’s take on the demons and devils. I like their names, I like DiTerlizi’s uniform looks, i like 2E’s attempt at rationalizing them with (somewhat) consistent lore. I like that demons and devils were just the names that mortals gave them

[edit] hum, apparently I’m not the only one...

And while i now understand how unsustainable releasing mounds of different settings must have been, I always appreciated them in a “this is how you make your own campaign setting kids!” kind of way.
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Two things I didn't see mentioned that also happened in the 90s:

CCGs: M:tG and the like siphoned potential new gamers away from RPGs in general, and D&D in particular.

LARPs: LARPing represented a new point of entry into the RPG hobby, one that was apparently more popular with slightly older (college age seems so young now) fans, and less boys-only than D&D's traditional entry-level demographic (who were, again, all playing M:tG).

White Wolf Game Studios did really well in the 90s, publishing little books, really fast, on the strength of setting and pleasure of reading about it, not just the system or the fun of playing it. The trend in that decade was towards fast pace of publication and selling settings, in contrast to the 80s when lines of different games using a Core System (or even a Universal one) seemed like the trend. I seem to remember the torrent of setting books working really well for BattleTech in the late 80s, seemed like that touched it off.

TSR was just following those trends in offering such well developed settings and so darn much material.

Finally, these retrospectives about the failure of TSR often place the blame not on 2e AD&D getting them into trouble by not being 3e enough, but on their collectable games, Spellfire and Dragondice not taking off, and on their mishandling of their novels, with books being returned to the publisher and such.


Fascinating stuff. I'm looking forward to this series.

For what it's worth, I'm a big fan of a game you worked on, Dreamblade. I was really into the scene back in the day.

My Scarab Warcharm still sits on my computer desk.


Victoria Rules
Initial-release 2e was very much "tamed and genericized" in comparison to 1e, and despite some less-tame releases later in its run was never really able to overcome this.

Combine that with all the other 1990s-era TSR mistakes and mis-reads ( [MENTION=996]Tony Vargas[/MENTION] hits some of these just above) and - somewhat sadly - 2e's fate was sealed.


The EN World kitten
At TSR, the people who did the creative work did not coordinate with the people who did the business planning, and the owner of the company was an heiress, not a gamer.

Amusingly enough, I just picked up a copy of TSR's second Buck Rogers RPG, High Adventure Cliffhangers, along with the War Against the Han supplement, for cheap on eBay. For those who don't know, Lorraine Williams' family owned (and I think still owns) the Buck Rogers IP, and she twice attempted to capitalize on that by having TSR publish Buck Rogers games that nobody wanted.


2E PHB is a bit bland throw in some of the handbooks, settings and its very good. Holds up better than 3E these days IMHO.
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Interesting that arguably, the "One System, multiple campaigns/games" paradigm that the article decries as the downfall of TSR/2nd Edition, worked out much better in 3e with the D20 system & the OGL.


Speaking as someone who never played 1E (went from BECMI to 2E), I personally loved 2E. I did have the 1E DMG before I had the 2E one, so I used the magic items from that, but I loved the flavor of 2E. However, I definitely understand how they hung themselves with supplement after supplement... 3E and even 4E had a lot of books being churned out as well, but they didn't cannibalize each other like 2E did.

Though I do love all of the settings and supplements of 2E and mining what I wanted from them...

Whizbang Dustyboots

100% that gnome
Arcane sigils? The depictions of how to draw magic circles in the 1E DMG? Those were cool, although I didn't miss them when they were gone. Their absence was definitely another example of TSR sanitizing things in the wake of the Satanic panic. (The loss of half-orcs, assassins and demons are better examples of that.)

And I concur about the great job WotC did with hyping up 3E. That's what initially brought me to ENWorld, and with every bit of news that came out, the consensus, as I remember it, was always "you know, that's another really good improvement."

As a result, it wasn't hard to sell my players on converting over at all.


Fascinating stuff. I'm looking forward to this series.

For what it's worth, I'm a big fan of a game you worked on, Dreamblade. I was really into the scene back in the day.

My Scarab Warcharm still sits on my computer desk.

Wait, you created dream blade? That got me back into gaming. Thanks! Every year I hope someone will pick up the license and bring it back with cards or tiles or something. Wonderful game, but I suspect too expensive for many. I loved it, and never found another game that completely scratched its itch. Thanks again!

Tsuga C

I hope he comments on why 3.0 was so profoundly half-baked that it was necessary to bring forth 3.5 a few short years after 3.0 hit the shelves.

Didn't the Monster Manual lack illustrations for at least half of the creatures in 3.0? How'd anyone consider that a good idea?

Whoever made the call to simplify the weapon selection seriously blew it. AD&D's "to hit" adjustments made weapon selection more than simply looking for which weapon of a particular class did the most damage. That's something that ought to be revived.

I played Basic and then our group upgraded to AD&D, but I never did transition to 2E. By then I'd moved on from RPGs, but the introduction of the Neverwinter Nights video game by Bioware resurrected my interest in D&D. I began to peruse the literature once more and found that part of me genuinely missed tabletop gaming. I'd like to hear more about what was happening at TSR/WotC back then. Keep the exposition coming.

AD&D's "to hit" adjustments made weapon selection more than simply looking for which weapon of a particular class did the most damage.
Wait, did you just say something positive about weapon vs armor adjustments?


I would like to hear more about Jonathon Tweets Omega World, which I think is one of the best d20 games.
I didn't notice who wrote it, but OMG, so much better than that d20 Modern whateveritwas that WWGS did under the S&SS banner.

When I say that the "D&D" Gamma Word c2012 was the "7th" edition, I'm counting Omega World, not the d20 Modern. I don't think I was the only one, either. ;)
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